Osteoarthritis (OA) affects 50% of older adults. Common comorbidities associated with OA include poor sleep, pain, depression, and fatigue. OA patients with insomnia tend to report greater pain than those without insomnia. A recent systematic review concluded that sleep disturbance is a stronger predictor of chronic pain than vice versa. Standard treatment options for insomnia are medication and Cognitive Behavioral Therapy for Insomnia (CBT-I). Prescription medication has good short term efficacy but benefits do not persist after treatment discontinuation and there are notable side effects. Treatment effects for CBT-I are comparable to or exceed those for medications, and have been shown efficacious for persons with OA pain. However, CBT-I practitioners are not yet available in many healthcare systems. New, effective, and easy-to-use self- management alternatives could greatly help reduce the burden of insomnia and potentially decrease pain, depression, and fatigue in individuals with OA. We propose to test a novel, easily-used, self-management intervention to improve OA-related insomnia, pain, depression and fatigue: open-loop neurofeedback Audio Visual Stimulation (AVS). AVS uses preprogrammed light and sound patterns to evoke brainwave potentials at pre-set designated frequencies. The AVS intervention consists of 30 minutes of light and sound pulsing stimuli that gradually descend from alpha (10 Hz) to delta (2 Hz) frequencies. AVS placebo consists of 30 minutes of constant dim light slowly changing in color, and a steady monotone at ultra-low frequency (below 1 Hz). This proposed study builds upon our successful completion of three pilot studies using AVS. Based on the pilot findings, we hypothesize that the use of active AVS at bedtime induces delta brainwaves, but additional testing is needed to determine how long AVS should be used to produce significant improvements in subjective sleep quality relative to placebo control. In addition, we propose to experimentally test the effect of blue light, which is known to suppress melatonin production, as a potential confounding variable in the AVS intervention. We propose a trial of AVS in 75 community dwelling older adults with chronic comorbid insomnia and OA pain. After baseline assessment, participants will be randomized to 3 groups: AVS-1 (red, green & blue light) vs. AVS-2 (red & green light only) vs. placebo AVS. Participants will self-administer AVS at bedtime nightly for one month. QEEG will be measured at baseline, and then at 2, 3 and 4 weeks to evaluate neurological responses to AVS over time. Insomnia severity will be similarly assessed to determine the most efficacious AVS treatment duration and color array for improving insomnia symptoms. OA-related symptoms (pain, depression, and fatigue) and objective sleep outcomes will also be assessed. Data will inform a definitive RCT of AVS for insomnia and relative OA symptoms.